[8-K] JONES SODA CO. Reports Material Event

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

Jones Soda Co.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (206) 624-3357

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2026, Jones Soda Co. (the “Company”) amended the terms related to the option grant to Brian Meadows, the Company’s Chief Financial Officer, which occurred on September 9, 2025, to purchase 750,000 shares of common stock of the Company (the “Stock Options”) under the Company’s 2022 Omnibus Equity Incentive Plan.

The grant was originally conditioned upon the Company’s completion of certain milestones and the Company amended the grant to remove such conditions and provide that the Stock Options shall vest over a three-year period, with annual cliff vesting such that one-third (1/3) of the Stock Options vest on each anniversary of March 27, 2026, provided that Mr. Meadows remains employed with the Company through the applicable vesting date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.